Specimen Certificate for Registrant's Common Stock



 EXHIBIT 4.1 
  


					
	NUMBER	  	 	  	SHARES
	LU	  	

	  	 
	COMMON STOCK	  	  	COMMON STOCK
			
	 THIS CERTIFICATE IS TRANSFERABLE IN
 RIDGEFIELD, NJ AND NEW YORK, NY
	  	 INCORPORATED UNDER THE LAWS
 OF THE STATE OF MARYLAND
	  	 SEE REVERSE FOR IMPORTANT NOTICE ON
 TRANSFER RESTRICTIONS AND OTHER INFORMATION

			
	 	  	 	  	CUSIP 6435ET 10  3

  
 This Certifies that 
  
 is the record holder of 
  
 FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF 
  
 NEW CENTURY FINANCIAL CORPORATION 
  
 transferable on the books of the Corporation in person or by duly authorized attorney on
surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Charter and the Bylaws of the Corporation, as amended (copies of which are on
file at the office of the Transfer Agent), to all of which the holder of this certificate by acceptance hereof assents. This certificate shall not be valid until countersigned and registered by the Transfer Agent and Registrar. 
  
 WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers. 
  

					
	   Dated:
	 	 	 	 
			
	

	 	[SEAL]	 	


	CHAIRMAN OF THE BOARD	 	 	 	SECRETARY

  

			
	COUNTERSIGNED AND REGISTERED:
	
	TRANSFER AGENT AND REGISTRAR
		
	BY	 	 
	 	 	AUTHORIZED SIGNATURE

  









 NEW CENTURY FINANCIAL CORPORATION 
  
 THE CORPORATION WILL FURNISH TO ANY STOCKHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED
BY SECTION 2-211(B) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO (I) THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND
OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE STOCK OF EACH CLASS WHICH THE CORPORATION HAS AUTHORITY TO ISSUE, (II) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH CLASS TO THE
EXTENT SET, AND (III) THE AUTHORITY OF THE BOARD OF DIRECTORS TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT CLASS. THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE CHARTER
OF THE CORPORATION, AS MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE CORPORATION AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.

  
 THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
RESTRICTIONS ON BENEFICIAL AND CONSTRUCTIVE OWNERSHIP AND TRANSFER FOR THE PURPOSE OF THE CORPORATION’S MAINTENANCE OF ITS STATUS AS A REAL ESTATE INVESTMENT TRUST (“REIT”) UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). SUBJECT TO CERTAIN FURTHER RESTRICTIONS AND EXCEPT AS EXPRESSLY PROVIDED IN THE CHARTER, (I) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF ANY CLASS OR SERIES OF THE CORPORATION’S CAPITAL STOCK IN EXCESS OF 9.8%
OF THE LESSER OF THE AGGREGATE NUMBER OR THE AGGREGATE VALUE OF THE OUTSTANDING SHARES OF ANY CLASS OR SERIES OF CAPITAL STOCK OF THE CORPORATION UNLESS SUCH PERSON IS AN EXCEPTED HOLDER (IN WHICH CASE THE EXCEPTED HOLDER LIMIT SHALL BE APPLICABLE);
(II) NO PERSON MAY BENEFICIALLY OR CONSTRUCTIVELY OWN CAPITAL STOCK THAT WOULD RESULT IN THE CORPORATION BEING “CLOSELY HELD” UNDER SECTION 856(H) OF THE CODE OR OTHERWISE CAUSE THE CORPORATION TO FAIL TO QUALIFY AS A REIT; AND (III) NO
PERSON MAY TRANSFER SHARES OF CAPITAL STOCK IF SUCH TRANSFER WOULD RESULT IN THE CAPITAL STOCK OF THE CORPORATION BEING OWNED BY FEWER THAN 100 PERSONS. ANY PERSON WHO BENEFICIALLY OR CONSTRUCTIVELY OWNS OR ATTEMPTS TO BENEFICIALLY OR CONSTRUCTIVELY
OWN SHARES OF CAPITAL STOCK WHICH CAUSES OR WILL CAUSE A PERSON TO BENEFICIALLY OR CONSTRUCTIVELY OWN SHARES OF CAPITAL STOCK IN EXCESS OR IN VIOLATION OF THE ABOVE LIMITATIONS MUST IMMEDIATELY NOTIFY THE CORPORATION. IF ANY OF THE RESTRICTIONS ON
TRANSFER OR OWNERSHIP ARE VIOLATED, THE SHARES OF CAPITAL STOCK REPRESENTED HEREBY WILL BE AUTOMATICALLY TRANSFERRED TO A TRUSTEE OF A TRUST FOR THE BENEFIT OF ONE OR MORE CHARITABLE BENEFICIARIES. IN ADDITION, UPON THE OCCURRENCE OF CERTAIN EVENTS,
ATTEMPTED TRANSFERS IN VIOLATION OF THE RESTRICTIONS DESCRIBED ABOVE MAY BE VOID AB INITIO. ALL TERMS IN THIS LEGEND HAVE THE MEANINGS DEFINED IN THE CHARTER, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, A COPY OF WHICH, INCLUDING THE
RESTRICTIONS ON TRANSFER AND OWNERSHIP, WILL BE FURNISHED TO EACH HOLDER OF CAPITAL STOCK OF THE CORPORATION ON REQUEST AND WITHOUT CHARGE. 
  
 KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE. 
  
 The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: 
  

													
	 TEN COM  —
	 	as tenants in common	  	 	  	UNIF GIFT MIN ACT — 	  	 	 	Custodian    	 	 
	 TEN ENT   —
	 	as tenants by the entireties	  	 	  	 	  	    (Cust)              	 	 	 	    (Minor)              
	 JT TEN      —
	 	 as joint tenants with right of
 survivorship and not as tenants in common
	  	 	  	 	  	under Uniform Gifts to Minors
	 	 	  	 	  	 	  	Act                                      
                                        
            
	 	 	  	 	  	 	  	 	 	(State)	 	 
	 	 	 	  	 	  	UNIF TRF MIN ACT — 	  	 	 	Custodian (unit age _______)
	 	 	 	  	 	  	 	  	(Cust)	 	 	 	 
	 	 	 	  	 	  	 	  	 	 	under Uniform Transfers
	 	 	 	  	 	  	 	  	(Minor)	 	 	 	 
	 	 	 	  	 	  	 	  	to Minors Act  	 	 
	 	 	 	  	 	  	 	  	 	 	(State)

  
 Additional
abbreviations may also be used though not in the above list. 
  
 FOR VALUE RECEIVED,
                                        
hereby sell, assign and transfer unto 
  

							
	 PLEASE INSERT SOCIAL SECURITY OR OTHER
 IDENTIFYING NUMBER OF ASSIGNEE
	  	 	  	 	  	 
	 	  	 	  	 	  	 

  

			
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)	 	 
	
	 
	
	 
		
	 	 	Shares
	of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint	 	 


			
		
	 	 	Attorney
	to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.	 	 

  
 Dated
_____________________________________ 
  

					
	 	  	X  	  	 
			
	 	  	X  	  	 
			
	 	  	NOTICE:	  	 THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
 NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR. WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.


  
 Signature(s) Guaranteed 

					
			
	By  	  	 	  	 


					
	
	 THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE
 GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND
 LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN
 APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
 PURSUANT TO S.E.C. RULE
17Ad-15.